Asia Securities Industry & Financial Markets Association

Agreement between International andHong Kong Underwriting Syndicates(Hong Kong IPO Version)Standard Form, Version 2.0
Last Updated: 28 June 2024

DEVELOPING ASIAN CAPITAL MARKETSAny person using this Agreement between International and Hong Kong
Underwriting Syndicates (Hong Kong IPO Version) (“Agreement Between
Syndicates”) shall be deemed to have read, understood and agreed to theterms set out below:(i)This Agreement Between Syndicates is provided solely as a guide and is not intended
to be, and must not be regarded or relied upon as, legal or other professional advice
or opinions on any matters. Use of this Agreement Between Syndicates is voluntary.
You are advised to seek your own professional advice as necessary.

(ii)

All market participants signing an agreement Between International and Hong Kong
underwriting syndicates are responsible for exercising their own independentjudgment as to whether a particular agreement is appropriate under the particular
circumstances and conditions applicable to them.

(iii)

Any description of legal or regulatory provisions in this Agreement Between Syndicatesis for informational and summary purposes only and is not intended to convey the full
extent or details of regulatory obligations that may apply to any firm or individual.
Any persons using this Agreement Between Syndicates are encouraged to undertake
their own review of relevant laws, rules, codes, guidelines and circulars and othermaterials and are responsible for making their own determination as to their legal andregulatory obligations.

(iv)

ASIFMA, its member firms and any other persons who have contributed to thedevelopment of this Agreement Between Syndicates: (a) accept no responsibility or
liability in any form for any errors or omissions in this Agreement Between Syndicatesor for any losses or damages howsoever arising from, including any act or inaction inreliance on, any of its contents or omissions; (b) make no representations or
warranties of any kind and specifically disclaim any implied representations or
warranties of merchantability, fitness for a particular purpose, completeness or
accuracy of this Agreement Between Syndicates; (c) make no representations thatthe use of or reference to this Agreement Between Syndicates will satisfy any legal,
regulatory or other obligations; and (d) disclaim any on-going duty or obligation to
update or revise this Agreement Between Syndicates or notify any persons of changes
to laws, regulations or regulatory guidance that may affect the use or application ofthis Agreement Between Syndicates.

This Agreement Between Syndicates has been created for the benefit of all industry
participants. It is not owned, copyrighted or protected by ASIFMA.

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Agreement between International and Hong Kong Underwriting Syndicates(Hong Kong IPO Version)
1.

General1.1

Applicability of Agreement Between Syndicates: The terms of this agreement
between international and Hong Kong underwriting syndicates (the “Agreement
Between Syndicates” or “this Agreement”) shall apply in respect of the Global
Offering. This Agreement is conditional upon the execution of the International
Underwriting Agreement, the Hong Kong Underwriting Agreement and the Price
Determination Agreement.

1.2

Certain Definitions; Construction:
1.2.1

In this Agreement, unless the context otherwise requires, defined terms
not defined herein have the meanings ascribed to them in the Agreement
Among International Underwriters or the Agreement Among Hong Kong
Underwriters, as applicable.

1.2.2

The headings in this Agreement are for convenience only and shall notaffect the interpretation of this Agreement.

1.2.3

Except where the context otherwise requires, in this Agreement:(1)

references to “Sections” and “Schedules” are to clauses of andschedules to this Agreement;(2)

the terms “herein”, “hereof”, “hereto”, “hereinafter” and similarterms shall in each case refer to this Agreement as a whole andnot to any particular clause, paragraph, sentence, schedule orother subdivision of this Agreement;(3)

the term “or” is not exclusive;(4)

the “overall underwriting proportion”, or the “syndicate
underwriting proportion”, of any Underwriter (as defined below) orgroup of Underwriters shall be that proportion which is to beunderwritten by such Underwriter or group of Underwriters ofeither (a) all of the Offer Shares in the former case or (b) all of
the Offer Shares of the relevant syndicate in the latter case (in thecase of (a) or (b) exclusive of Optional Shares, except as theOverall Coordinator may otherwise determine);(5)

the terms “purchase” and “purchaser”, when used in relation to
the Shares, shall include, respectively, a subscription for the
Shares and a subscriber for the Shares, and the term “purchase”,
when used herein, shall include references to purchase andprocurement of purchasers to purchase, as appropriate;(6)

the terms “sell” and “sale”, when used in relation to the Shares,
shall include an allotment or issuance of the Shares by theCompany;(7)

references to any statute or statutory provisions, or rules orregulations (whether or not having the force of law), shall be
construed as references to the same as amended, varied, modified,consolidated, re-enacted and/or replaced from time to time
(whether before or after the date of this Agreement) and to any

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subordinate legislation made under such statutes or statutory
provisions;(8)

references to “persons” shall include natural persons, bodies
corporate, unincorporated associations and partnerships;(9)references to a “subsidiary” or “holding company” shall be thesame as defined in Section 15 and Section 13, respectively, of theCompanies Ordinance;(10) references to an “affiliate”, in relation to any person, shall be to
any other person which directly or indirectly through one or moreintermediaries controls or is controlled by or is under common
control with such person; for the purposes of the foregoing,“control” means the power, directly or indirectly, to direct or cause
the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract orotherwise, and “controlled by” and “under common control with”
shall be construed accordingly;(11) unless otherwise specified, references to times of day and dates
are to Hong Kong times and dates, respectively; and(12) any reference to the singular shall include the plural and vice versa.
2.

Consultation and Reallocation:
2.1

Consultation: The International Underwriters and the Hong Kong Underwriters(each, an “Underwriter” and together, the “Underwriters”), acting through theirrespective syndicate representatives, agree that from time to time until thetermination of the Agreement Among International Underwriters, they will consult
with and advise each other as to the availability for sale of Offer Shares offeredpursuant to the International Underwriting Agreement or the Hong Kong
Underwriting Agreement and remaining unsold.

2.2

Reallocation: Each Underwriter agrees and acknowledges that, under the directionof the Overall Coordinator, any reallocation of Firm Shares shall be in accordancewith (1) the clawback mechanism as set forth in the Hong Kong Prospectus and(2) the guidance on reallocation of shares on an initial public offer issued by the
SEHK (as may be amended from time to time). In case of any reallocation of Firm
Shares to the Hong Kong Public Offering (such reallocated Firm Shares beingreferred to herein as the “Reallocated Shares”), the number of Firm Sharesavailable under the International Offering will be correspondingly reduced in suchmanner as the Overall Coordinator deems appropriate; provided, however, thatgross commission will be payable on the Reallocated Shares to the International
Underwriters (which gross commission, expressed as a percentage, shall be thesame per Reallocated Share as per International Offer Share and shall be withheldby the Overall Coordinator on behalf of the International Underwriters), and nocommission will be paid to the Hong Kong Underwriters on any of the ReallocatedShares. For the avoidance of doubt, nothing in this Section 2.2 shall prejudice thepayment by the Company of any incentive fee to each of the Overall Coordinatorand the Underwriters pursuant to the Hong Kong Underwriting Agreement and/or
the International Underwriting Agreement.

2.3

Hong Kong Public Offering Under-Subscription: The Overall Coordinator, in its soleand absolute discretion, may (but shall not be obliged to) reallocate all or someof the unsold Hong Kong Offer Shares in the event of a Hong Kong Public Offering
Under-Subscription (the “Unsold Shares”) to the International Offering to one ormore of the International Underwriters in such amounts as the Overall Coordinator

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and each such International Underwriter may agree, whereupon such
International Underwriter shall become obligated to purchase, at the Offer Price,
the number of Unsold Shares that are reallocated to such International
Underwriter; provided, however, that gross commission will be payable to such
International Underwriter on the number of Unsold Shares reallocated to it (whichgross commission, expressed as a percentage, shall be the same per suchreallocated Unsold Share as per International Offer Share and shall be withheldby the Overall Coordinator on behalf of such International Underwriter (together
with the Brokerage, the Transaction Levies and the Trading Fee)), and nocommission will be paid to the Hong Kong Underwriters on any of the Unsold
Shares reallocated to the International Offering. For the avoidance of doubt,
nothing in this Section 2.3 shall prejudice the payment by the Company of any
incentive fee to each of the Overall Coordinator and the Underwriters pursuant to
the Hong Kong Underwriting Agreement and/or the International Underwriting
Agreement.
3.

Payment and Settlement
3.1

4.

Settlement Manager: Each Underwriter (other than the Settlement Manager (asdefined in the Schedules to the Agreement Among International Underwriters andthe Agreement Among Hong Kong Underwriters)) authorizes the Settlement
Manager, in its discretion, as agent for such Underwriter, to advance funds,
charging current interest rates, or arrange loans for such Underwriter’s account inconnection with the purchase or carrying of any Offer Shares and any othersecurities of the Company held for the account of such Underwriter under thisAgreement and for any other of the purposes of this Agreement, to execute anddeliver any notes or other instruments evidencing such advances or loans, to holdor pledge as security therefor any or all of such Offer Shares and to give all
instructions to the lenders with respect to any such loans and the proceeds
thereof, which instructions the lenders are hereby authorized to accept. In theevent of any such advance or loan, repayment thereof shall, in the discretion of
the Settlement Manager, be effected prior to the making of any remittance ordelivery pursuant to this Agreement.

Costs and Expenses
4.1

Common Costs and Expenses: Each of the International Underwriters and theHong Kong Underwriters agrees that all costs and expenses (including without
limitation, all out-of-pocket expenses) incurred by the Overall Coordinator inconnection with the Global Offering which are for whatever reason not recovered
and/or are not recoverable from the Company under the Hong Kong Underwriting
Agreement and/or the International Underwriting Agreement and/or any separate
agreement entered into between the Overall Coordinator and the Company(collectively the “Common Expenses”) shall be divided between the International
Underwriters’ syndicate and the Hong Kong Underwriters’ syndicate in accordancewith the respective overall underwriting proportions of each of the syndicates in
the Global Offering. The portion of the Common Expenses to be borne by the Hong
Kong Underwriters shall be borne by each of the Hong Kong Underwriters inaccordance with its syndicate underwriting proportion among the Hong Kong
Underwriters. The portion of the Common Expenses to be borne by theInternational Underwriters shall be borne by each of the International
Underwriters in accordance with its syndicate underwriting proportion among theInternational Underwriters.

4.2

Other Costs and Expenses: Except for the Common Expenses, any other costs andexpenses incurred by any Underwriter in connection with the Global Offering shallbe borne by that Underwriter for its own account and shall not be recoverablefrom any other Underwriter. Notwithstanding the foregoing, the International
Underwriters and the Hong Kong Underwriters agree that all costs and expenses

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in respect of stabilization transactions and over-allocations and purchases andsales of any securities pursuant to Section 7 (Stabilization) of the Agreement
Among International Underwriters will be for the accounts of the International
Underwriters in accordance with the Agreement Among International
Underwriters.

5.

4.3

Ascertainment and Apportionment: The ascertainment of all expenses andapportionment by the Overall Coordinator shall be conclusive.

4.4

Costs and Expenses in Event of Failure to Fulfil Obligations: In the event of the
failure of any Underwriter to fulfil its obligations hereunder, the costs and expenses
chargeable to such Underwriter pursuant to this Agreement and not paid, as wellas any additional expenses arising from such default, may be charged against theother Underwriters in such Underwriter’s syndicate not so defaulting in the same
proportions as the respective syndicate underwriting proportions of such other
Underwriters, without, however, relieving such defaulting Underwriter from its
liability therefor.

Representations, Warranties and Undertakings
5.1

Compliance with Agreements Among Underwriters: The International
Underwriters agree for the benefit of the Hong Kong Underwriters to comply with
the Agreement Among International Underwriters, and the Hong Kong
Underwriters agree for the benefit of the International Underwriters to comply
with the Agreement Among Hong Kong Underwriters.

5.2

Prohibited Sales:
5.2.1

Prior to the Termination Date, no Underwriter shall, directly or indirectly,(1) make any Prohibited Sale (as defined below), or (2) offer or sell any
Offer Shares to any dealer which does not agree in writing that it will
not, directly or indirectly, make (a) any offer or sale of Offer Shares
which, if made by such Underwriter, would be a Prohibited Sale or (b)any offer or sale of Offer Shares to any other dealer which does not soagree, or (3) offer or sell any Offer Shares to any other person who such
Underwriter has reason to believe may intend, directly or indirectly, tomake any offer or sale of Offer Shares which, if made by such
Underwriter, would be a Prohibited Sale.

5.2.2

For the purposes of this Section 5:(1)“Prohibited Sale” means any offer or sale of, or any solicitation of
an offer or application to purchase, Offer Shares (a) in the case of
the Hong Kong Underwriters, outside of the Hong Kong Special
Administrative Region of the People’s Republic of China (“HongKong”); and (b) in the case of the International Underwriters, inthe United States (as defined below), except, if the International
Offering contemplates sales into the United States, to qualified
institutional buyers (as defined under Rule 144A) in the UnitedStates in reliance on Rule 144A or in a transaction otherwise
exempt from the registration requirements of the Securities Act;(2)

an offer or sale, or a solicitation of an offer or application topurchase, shall be in Hong Kong if it is made to (a) any individual
resident in Hong Kong, or (b) any corporation, partnership,
pension, profit-sharing or other trust or other entity (including any
such entity constituting an investment advisor acting withdiscretionary authority) whose office most directly involved withthe purchase is located in Hong Kong;

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5.2.3(3)

an offer or sale, or a solicitation of an offer or application topurchase, shall be in the United States if it is made to (a) any
individual resident in the United States, or (b) any corporation,
partnership, pension, profit sharing or other trust or other entity(including any such entity constituting an investment advisor
acting with discretionary authority) whose office most directly
involved with the purchase is located in the United States; and(4)“United States” means the United States of America, its territories
and possessions, any state of the United States of America andthe District of Columbia.

The Overall Coordinator may, in its absolute discretion, at any time prior
to the Termination Date, determine that any proposed purchase and saleof International Offer Shares or Hong Kong Offer Shares (1) between
Underwriters which are members of different syndicates, or (2) which
would otherwise be a Prohibited Sale, should not be a Prohibited Sale,
subject in any such case to such offer and sale still complying with thelaws and regulations of the jurisdiction in which such offer or sale takes
place or to which it is otherwise subject.

5.3 Prohibited Applications: Each of the Underwriters agrees and undertakes that (except
to the extent the SEHK’s consent is not required under Appendix F1 to the Listing Rules(the “Placing Guidelines”) or has been obtained pursuant to paragraph 5 of the Placing
Guidelines): (1) it and the placees procured by it and their respective ultimate
beneficial owners are third parties independent of the Company; (2) none of the
securities in the Company placed by or through it have been or will be allocated toany: (a) “core connected persons” (as defined in the Listing Rules) of the Company,
any directors or existing shareholders of the Company (or any of their respective “close
associates”) (as defined in the Listing Rules), whether in their own name or throughnominees; or (b) “connected clients” of the Overall Coordinator, any syndicate
member(s) (other than the Overall Coordinator) or any distributor(s) (other than
syndicate member(s)); or (c) person who is a nominee company (unless the names of
the ultimate beneficiaries are disclosed to the SEHK); or (d) person acting in suchmanner which does not comply with the laws, practices and/or regulations of thejurisdiction in which the application by, or the solicitation of, such person takes place(or to which such application or the solicitation is otherwise subject) including but notlimited to the Placing Guidelines; or (e) person who has applied for or purchased, or
will apply for or purchase, the Hong Kong Offer Shares and the International Offer
Shares under both the Hong Kong Public Offering and the International Offering; and(3) the placees procured by it and their respective ultimate beneficial owners have thefinancial capacity to meet all obligations arising from such orders, and are not financed
directly or indirectly by, or accustomed to taking instructions from, the Company, anyof the directors, chief executives, controlling shareholder(s), substantial
shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries, ora close associate of any of them.

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6.

Time of Delivery; Termination
6.1

6.2

7.

Time of Delivery; Changes in Offer Price; Termination: Each Underwriter agrees
that:
6.1.1

If a Time of Delivery is not on the day provided in the International
Underwriting Agreement and in the Hong Kong Underwriting Agreement,
the Overall Coordinator will determine a postponed date within the time
permitted by the International Underwriting Agreement and the Hong
Kong Underwriting Agreement, respectively, and the settlement dates
herein provided shall be adjusted accordingly;

6.1.2

Changes in the Offer Price or in the selling concession and reallowance
to dealers (if any) will be made only after consultation between the
syndicates, but in accordance with the direction of the Overall
Coordinator, during the consultation period specified in Section 2.1(Consultation) hereof;

6.1.3

Each syndicate, through the respective syndicate representative, willkeep the other fully informed of the progress of the offering anddistribution of the Offer Shares; and6.1.4

None of the Underwriters shall terminate the International Underwriting
Agreement or the Hong Kong Underwriting Agreement pursuant torelevant termination provisions thereof, as applicable, except throughthe exercise of such rights by the Overall Coordinator.

Termination: The obligations of the Underwriters set forth in Section 5(Representations, Warranties and Undertakings) hereof shall terminate upon thetermination of the Agreement Among International Underwriters pursuant to
Section 7.6 (Termination of Stabilization) thereof, which termination shall be on
the thirtieth day following the last day for lodging of applications under the Hong
Kong Public Offering, unless earlier terminated by the Overall Coordinator as
provided therein; provided, however, that prior to the expiration of the period of
40 days after the later of the commencement of the International Offering and thedate of the closing of the International Offering, no Shares may be offered, resold,pledged or transferred within the United States except where the International
Offering contemplates sales into the United States in certain transactions inaccordance with Rule 144A under the Securities Act or otherwise exempt from theregistration requirements of the Securities Act.

Indemnification; Contribution; Waiver of Liability
7.1

Indemnification: Each Underwriter severally agrees to indemnify, hold harmlessand reimburse the Overall Coordinator, the other Underwriters, the respective
affiliates (within the meaning of Rule 405 under the Securities Act) of the Overall
Coordinator and the other Underwriters, and the respective persons, if any, who
control the Overall Coordinator and the other Underwriters within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities (together, “Loss”), joint or several, arisingout of or based upon: (1) any untrue statement or alleged untrue statement ofany material fact contained in the Disclosure Package, the Final Offering Circular,
the Hong Kong Prospectus (or any amendment or supplement thereto, or any
document or information which may be attached to and made a part of any ofthem) or any other selling or advertising material used in connection with the saleof the International Offer Shares or the Hong Kong Offer Shares; or (2) theomission or alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided, however,Page 8

that each such Underwriter shall be liable only to the extent that any such Loss ,joint or several, arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in a part of any of themor any other selling or advertising material used in connection with the sale of theInternational Offer Shares or Hong Kong Offer Shares in reliance upon and in
conformity with written information furnished by such Underwriter through theOverall Coordinator expressly and specifically for use therein. Each Underwriterfurther agrees to indemnify, hold harmless and reimburse the Overall Coordinatorand the other Underwriters against any Loss, joint or several, arising out of orbased upon any failure or alleged failure by it to comply with its obligations under
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited, including the Placing Guidelines for Equity Securities. This Section 7 shallremain in full force and effect regardless of any investigation (or any statement
as to the results thereof) made by or on behalf of the Overall Coordinator or anyof them or any controlling persons of the Overall Coordinator. Each Underwriterfurther severally agrees to indemnify and hold harmless each other Underwriter,
the affiliates (within the meaning of Rule 405 under the Securities Act) of suchother Underwriter and each person, if any, who controls such other Underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all Loss (including fees anddisbursements of counsel) arising from any breach by it of any provision in Section
5 (Representations, Warranties and Undertakings) hereof.
7.2

Contribution: If the indemnification provided in this Section 7 is unavailable to or
insufficient to hold harmless an indemnified party under Section 7.1(Indemnification) hereof in respect of any Loss, joint or several, referred to therein(not giving effect to the proviso therein), then each Underwriter agrees to pay
upon the request of the Overall Coordinator, as contribution, its proportionate
share, based upon the respective overall underwriting proportions of theUnderwriters, of the amount paid or payable by such indemnified party as a resultof such losses, claims, damages or liabilities, joint or several; and each
Underwriter will pay such proportionate share, based upon the respective
underwriting obligations of the Underwriters, of any legal or other expenses
reasonably incurred by the Overall Coordinator and/or the other Underwriters, orwith consent of the Overall Coordinator, in connection with investigating or
defending any such Loss or any action in respect thereof. In determining theamount of any Underwriter’s obligation under this Section 7.2, appropriate
adjustment may be made by the Overall Coordinator, to reflect any amountreceived by any one or more Underwriters in respect of the claim upon which suchobligation is based. In respect of any claim there shall be credited against theamount of any Underwriter’s obligation under this paragraph any loss, damage,liability or expense which is paid or incurred by such Underwriter as a result of
any such claim being asserted against it, and if such loss, damage, liability or
expense is paid or incurred by such Underwriter subsequent to any payment by it
pursuant to this paragraph, appropriate provision shall be made to effect suchcredit, by refund or otherwise. In the event of the failure of any Underwriter tofulfill its obligations under this Section 7.2, such obligations may be charged
against the other Underwriters not so defaulting in the same proportions as therespective overall underwriting proportions of such other Underwriters without,
however, relieving such defaulting Underwriter from its liability therefor. In
determining the amounts payable pursuant to this paragraph, any loss, claim,
damage, liability or expense paid or incurred, and any amount received, by any
person controlling the relevant Underwriter within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act or any affiliate (as defined inRule 144 under the Securities Act) of such Underwriter which has been paid or
incurred or received by reason of such control or affiliate relationship shall bedeemed to have been paid or incurred or received by such Underwriter.

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7.3

8.

Waiver of Liability: The Overall Coordinator shall not, by virtue of executing thisAgreement, have any liability to any other Underwriter for the failure of another
Underwriter to perform its obligations under the International Underwriting
Agreement, the Hong Kong Underwriting Agreement, the Agreement Among
International Underwriters or the Agreement Among Hong Kong Underwriters. The
duties of the Overall Coordinator hereunder shall be administrative and not
fiduciary in nature.

Miscellaneous
8.1

Amendment: This Agreement may be amended before or after any Time of
Delivery by written agreement of the undersigned.

8.2

Confidentiality; Operation of Agreement: This Agreement is confidential andoperates as between the International Underwriters and the Hong Kong
Underwriters and does not affect their obligations to the Company under theInternational Underwriting Agreement and the Hong Kong Underwriting
Agreement, as the case may be. Subject to this Section 8.2, each party hereto
shall, and shall procure that its directors, officers, employees and agents will, treat
as strictly confidential all information received or obtained as a result of entering
into or performing this Agreement which relates to (1) the provisions of thisAgreement; (2) the negotiations relating to this Agreement; (3) the subject
matter of this Agreement; or (4) the other parties. Any party hereto may disclose,or permit its directors, officers, employees and agents to disclose, information
which would otherwise be confidential if and to the extent (a) required by law,rule or regulation or order of a court of competent jurisdiction; (b) required byany securities exchange or regulatory or governmental body to which such party
is subject or submits, wherever situated, including, without limitation, the CSRC,
the SEHK and the SFC, whether or not the requirement for information has theforce of law; (c) necessary for such party to establish any defence or pursue any
claim in any legal, arbitration or regulatory proceeding or investigation; (d)required to vest the full benefit of this Agreement in such party; (e) disclosed tothe professional advisers and auditors of such party under a duty ofconfidentiality; (f) the information has come into the public domain through nofault of such party; (g) the information becomes available to such party on a nonconfidential basis from a person not known to be bound by any confidentiality
agreement with any of the other parties to this Agreement or to be otherwise
prohibited from disclosing the information; (h) the other parties have given priorwritten approval to the disclosure, such approval not to be unreasonably withheld
or delayed; or (i) (where the disclosure is made otherwise than by the Overall
Coordinator or any of its respective directors, officers, employees or agents) the
Overall Coordinator has given prior written approval to make the disclosures;provided, however, that in relation to (a) to (d) above, such party shall first
consult with the Overall Coordinator prior to making such disclosure.

8.3

Governing Law: This Agreement shall be governed by and construed in accordancewith the laws of the State of New York, United States of America. Each of theparties hereto irrevocably agrees that any suit, action or proceeding(“Proceedings”) relating to any dispute, differences, claims or other mattersarising out of or in connection with this Agreement may be brought in either the
Hong Kong courts or the courts specified in the International Underwriting
Agreement, and it hereby submits to the jurisdiction of such courts in connection
therewith and waives any objection which it may have now or hereafter to thelaying of the venue of any such Proceedings in any such court and any claim thatany such Proceedings have been brought in an inconvenient forum. Each of theparties hereto irrevocably agrees that any writ, summons, order, judgment orother notice of legal process shall be sufficiently and effectively served on it if
delivered in accordance with Section 12.2 (Notices) of the Agreement Among

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International Underwriters or Clause 12.1 (Notices) of the Agreement Among
Hong Kong Underwriters, as the case may be.
8.4

Counterparts: This Agreement may be signed in any number of counterparts,
which together shall constitute one and the same instrument, and shall be binding
upon and inure to the benefit of all of the Underwriters.

8.5

Contractual Acknowledgement of Bail-In: The acknowledgement set forth in the
Sections titled “Contractual Acknowledgement of Bail-in” in Schedule 1 to each of
the Agreement Among International Underwriters and the Agreement Among
Hong Kong Underwriters shall apply to this Agreement and be deemed to be givenby each Underwriter which is not a BRRD Party (as defined in that Section).

8.6

Recognition of the U.S. Special Resolution Regimes: The provisions set forth in the
Sections titled “Recognition of the U.S. Special Resolution Regimes” in Schedule 1
to each of the Agreement Among International Underwriters and the Agreement
Among Hong Kong Underwriters shall apply to this Agreement.

8.7

Recognition of the Hong Kong Stay Rules: The provisions set forth in the Section
titled “Recognition of the Hong Kong Stay Rules” in Schedule 1 to the Agreement
Among International Underwriters shall apply to this Agreement.

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